Current Report Filing (8-k)
April 10 2014 - 2:00PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): April 10, 2014
SIRIUS
XM HOLDINGS INC.
(Exact Name
of Registrant as Specified in its Charter)
Delaware |
|
001-34295 |
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38-3916511 |
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
| (I.R.S. Employer Identification No.) |
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1221 Avenue of the Americas, 36th Fl., New York, NY |
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10020 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s
telephone number, including area code: (212) 584-5100
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
£ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into
a Material Definitive Agreement
On April 10,
2014, we entered into Supplemental Indenture No. 1 (the “Supplemental Indenture”) to the Indenture, dated as of August
13, 2012, among us, the guarantors named therein and U.S. Bank National Association, as trustee,
relating to our 5.25% Senior Notes due 2022 (the “Notes”) pursuant to which we agreed to grant a first priority lien
on substantially all of the assets of Sirius XM Radio Inc. and the guarantors to the holders of the Notes. The liens securing the
Notes are equal and ratable to the liens granted over such assets to secure our existing $1.25 billion five-year senior secured
revolving credit facility with JPMorgan Chase Bank, N.A, as the administrative agent, and a syndicate of banks and financial institutions
and other agents parties thereto (the “Credit Agreement”). The liens securing the Notes may be released upon the occurrence
of certain events, including but not limited to the repayment in full of the Notes and us, or any direct or indirect parent of
Sirius XM Radio Inc., attaining an investment grade rating from two out of three rating agencies, subject to certain conditions.
The description
of the Supplemental Indenture contained herein is qualified in its entirety by reference to the Supplemental Indenture, a copy
of which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits
(d) Exhibits
4.1 |
Supplemental Indenture, dated as of April 10, 2014, among Sirius XM Radio Inc., the guarantors named therein and U.S. Bank National Association, as trustee. |
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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SIRIUS XM HOLDINGS INC. |
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By: |
/s/ Patrick L. Donnelly |
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Patrick L. Donnelly |
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Executive Vice President, General |
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Counsel and Secretary |
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Dated: April 10, 2014
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